Plaintiff
and Counterclaim Defendant Rail World Locomotive Leasing, LLC
(“Rail World”) has filed this lawsuit against
Defendant and Counterclaim Plaintiff Massachusetts Bay
Transportation Authority (the “MBTA”), alleging
breach of contract, unjust enrichment and quantum meruit. D.
1. The MBTA has filed counterclaims against Rail World,
alleging breach of contract, breach of the implied covenant
of good faith and fair dealing, unjust enrichment, quantum
meruit, conversion and promissory estoppel and also seeks a
declaratory judgment. D. 17 at 13-17. Rail World now moves to
dismiss the MBTA's counterclaims. D. 26. For the reasons
stated below, the Court GRANTS in part and DENIES in part
Rail World's motion, D. 26.

Unless
otherwise cited, the following summary is based upon the
factual allegations in the MBTA's counterclaims, D. 17,
which the Court must accept as true for the purposes of Rail
World's motion to dismiss.

On or
about February 23, 2015, the MBTA and Rail World entered into
a Railroad Locomotive Lease Agreement (the
“Lease” or “Lease Agreement”). D. 17
at 10 ¶ 9; see D. 26-1. Per the terms of the
Lease, the MBTA agreed to lease seven locomotives from Rail
World, each for one calendar year beginning on the date the
MBTA accepted the locomotive. D. 17 at 10 ¶¶ 10-12.
In exchange, the Lease obligated the MBTA to make quarterly
rental payments, id. at 10 ¶ 13, in addition to
paying Rail World an advance deposit of $204, 750 to secure
the locomotives pursuant to Section 7 of the Lease,
id. at 11 ¶ 17. The MBTA alleges that it not
only paid the advance deposit in or about February 2015,
id. at 11 ¶ 18, but it also paid all rental
payments due to Rail World under the Lease, id. at
10 ¶ 15.

Section
14 of the Lease allowed Rail World to “at any time
assign its rights and obligations hereunder to any of the
[l]ocomotives” such that the “assignee shall
have, to the extent provided in the assignment, the rights,
powers, privileges and remedies of [the] Lessor
hereunder.” D. 26-1 at 7. Section 14 additionally
required, however, that the Lessor “provide or cause to
be provided to Lessee written notification ten (10) days
prior to any such assignment.” Id. Pursuant to
Section 14 of the Lease, Rail World assigned the Lease to
Rail Transportation Services Corporation (“RTSC”)
to the extent provided in the assignment agreement between
Rail World and RTSC in a purchase and sale agreement to which
the MBTA was not a party on or about August 2015. D. 17 at 11
¶¶ 20-21. The MBTA alleges that it did not receive
written notification from Rail World ten days prior to the
assignment. Id. at 11 ¶ 22.

After
the assignment, Rail World issued an invoice to the MBTA,
“Invoice Number 744, ” seeking payment in the
amount of $421, 694.33. D. 1-2 at 2; D. 17 at 12 ¶ 28.
Thereafter, the MBTA paid Rail World $189, 435.44 in
connection with Invoice Number 744. D. 17 at 13 ¶ 33. In
addition, Rail World issued two credit memoranda to the MBTA,
which reduced the amount allegedly due first by $6, 732.00
and then by $14, 634.90. Id. at 12 ¶¶
30-31. The MTBA alleges that it is further entitled to a
reduction of $6, 141.99 due to erroneous charges in Invoice
Number 744. Id. at 12 ¶ 32. Taken together, the
remaining amount allegedly due to Rail World is $204, 750,
which is the exact amount of the advance deposit that the
MBTA provided to Rail World at the start of the Lease.
Id. at 11-13 ¶¶ 17-18, 28-33.

Because
Rail World retained the advance deposit in lieu of
transferring the deposit to RTSC, id. at 11
¶¶ 23-24, and the term of the Lease for each
locomotive has ended, id. at 11 ¶ 25, the MBTA
now asserts that Rail World has improperly failed to credit,
refund or pay the advanced deposit to the MBTA, id.
at 12 ¶ 26.

IV.
Procedural History

On July
26, 2016, Rail World instituted this action against the MBTA.
D. 1. On September 30, 2016, the MBTA filed its answer and
counterclaims against Rail World. D. 17. Rail World has now
moved to dismiss the MBTA's counterclaims. D. 26. The
Court heard the parties on the pending motion and took this
matter under advisement. D. 39.

V.
Discussion

A.
The Court Considers the Purchase and Sale Agreements for
Purposes of Deciding This MotiontoDismiss

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&ldquo;Ordinarily,
a court will not consider documents outside of the pleadings
in a motion to dismiss.&rdquo; Facey v. Dickhaut,
892 F.Supp.2d 347, 351 (D. Mass. 2012) (citations omitted).
Nevertheless, &ldquo;the First Circuit makes a &lsquo;narrow
exception for documents the authenticity of which [is] not
disputed by the parties; for official public records; for
documents central to plaintiffs&#39; claim; or for documents
sufficiently referred to in the complaint.&#39;&rdquo;
Id. (quoting Watterson v. Page, 987 F.2d 1,
3 (1st Cir. 1993)); see Beddall v. State St. Bank &
Trust Co., 137 F.3d 12, 17 (1st Cir. 1998). This is so
even when a party fails to include a pertinent document as
part of its pleadings; ...

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